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Exhibit 10.1
December 18, 2001
Xx. Xxxxx X. Xxxxxxxx
Chairman & CEO
The Staubach Company
00000 Xxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Dear Xx. Xxxxxxxx:
This will confirm the following agreement relating to
the deferral of your director's fees in 2002.
1. All director's fees and retainers ("Fees")
payable to you in connection with your service on the boards of
directors (including committees of such boards) of AMR
Corporation and American Airlines, Inc. for the period January 1,
2002 through December 31, 2002 , will be deferred and paid to you
in accordance with this letter agreement.
2. Fees will be converted to Stock Equivalent Units
in accordance with the Directors' Stock Equivalent Purchase Plan,
a copy of which is attached hereto as Exhibit A (the "Plan").
3. Within 30 days of the date when you cease to be a
Director of AMR Corporation, the Stock Equivalent Units accrued
pursuant to the Plan will be converted to cash and paid to you by
multiplying the number of such Stock Equivalent Units by the
arithmetic mean of the high and the low of AMR stock during the
month when you ceased to be a Director of AMR Corporation.
4. AMR's obligation to make the payment pursuant to
paragraph 3 hereof will not be released or modified by reason of
your death. In such event, the cash payment contemplated by
paragraph 3 will be made to Xxxxxxxx Xxxxxxxx.
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If the foregoing is satisfactory to you, please
indicate by signing one of the originals (two are enclosed) and
returning it to me.
Very truly yours,
Xxxxxxx X. XxxXxxx
Corporate Secretary
Accepted and agreed:
Xxxxx X. Xxxxxxxx
Date
